EXHIBIT 10.2


 


SATCON TECHNOLOGY CORPORATION


NON-QUALIFIED STOCK OPTION AGREEMENT


 


1.                                       Grant of Option .  This
Non-Qualified Stock Option Agreement evidences the grant by SatCon Technology
Corporation (the “Company”), as of May 1, to Charles S. Rhoades (the “Optionee”)
an option (the “Option”) to purchase up to 4,796,020 shares of the Company’s
Common Stock, par value $0.01 per share (the “Shares”) at an exercise price per
share equal to $1.90, the closing bid price of a share of the Company’s Common
Stock on the Nasdaq Stock Market on May 1, 2008 (the “Exercise Price”). 
The Option shall be subject to the terms and conditions set forth herein. 
The Option was not issued pursuant to the Company’s 2005 Incentive Compensation
Plan (the “Plan”).  Nevertheless, the
terms and conditions of the Plan are incorporated herein for all purposes and
except as set forth explicitly herein this Option shall be treated for all
purposes as if it had been issued pursuant to the Plan.  The Option is a
Non-Qualified Stock Option, and not an Incentive Stock Option.  The
Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all of the terms and conditions hereof and thereof and all applicable
laws and regulations.


 


2.                                       Definitions .  Unless
otherwise provided herein, terms used herein that are defined in the Plan and
not defined herein shall have the meanings attributed thereto in the Plan.


 


3.                                       Exercise
Schedule .  Except as otherwise provided in Sections 6
or 9 of this Agreement, or in the Plan, the Option will become exercisable (“vest”)
in accordance with the following schedule, provided that the Continuous Service
of the Optionee continues through and on the applicable vesting date (each, a “Vesting
Date”):


 


	
  Percentage of Shares

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25%

  	
   

  	
  May 1, 2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.25%

  	
   

  	
  Each of August 1 and
  November 1, 2009 and February 1 and May 1, 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.25%

  	
   

  	
  Each of August 1 and
  November 1, 2010 and February 1 and May 1, 2011

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.25%

  	
   

  	
  Each of August 1 and
  November 1, 2011 and February 1 and May 1, 2012

  	
   

  



 


.To the extent that the
Option has become exercisable with respect to a percentage of Shares, the
Option may thereafter be exercised by the Optionee, in whole or in part, at any
time or from time to time prior to the expiration of the Option as provided
herein. Except as otherwise specifically provided herein, there shall be no
proportionate or 


 

















 


partial vesting in the
periods prior to each Vesting Date, and all vesting shall occur only on the
appropriate Vesting Date. Upon the termination of the Optionee’s Continuous
Service with the Company and its Related Entities, any unvested portion of the
Option shall terminate and be null and void.


 


4.                                       Method of
Exercise .  The vested portion of this Option shall be
exercisable in whole or in part in accordance with the exercise
schedule set forth in Section 3 hereof by written notice which shall
state the election to exercise the Option, the number of Shares in respect of
which the Option is being exercised, and such other representations and agreements
as to the holder’s investment intent with respect to such Shares as may be
required by the Company pursuant to the provisions of the Plan.  Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company.  The written notice
shall be accompanied by payment of the Exercise Price.  This Option shall
be deemed to be exercised after both (a) receipt by the Company of such
written notice accompanied by the Exercise Price and (b) arrangements that
are satisfactory to the Committee in its sole discretion have been made for
Optionee’s payment to the Company of the amount, if any, that is necessary to
be withheld in accordance with applicable Federal or state withholding
requirements.  No Shares will be issued pursuant to the Option unless and
until such issuance and such exercise shall comply with all relevant provisions
of applicable law, including the requirements of any stock exchange upon which
the Shares then may be traded.


 


5.                                       Method of
Payment .  Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:  (a) cash;
(b) check; (c) with Shares that have been held by the Optionee for at
least 6 months (or such other Shares as the Company determines will not cause
the Company to recognize for financial accounting purposes a charge for
compensation expense), (d) pursuant to a “cashless exercise” procedure, by
delivery of a properly executed exercise notice together with such other
documentation, and subject to such guidelines, as the Committee shall require
to effect an exercise of the Option and delivery to the Company by a licensed
broker acceptable to the Company of proceeds from the sale of Shares (or, to
the extent permitted by the Committee, a margin loan) sufficient to pay the
Exercise Price and any applicable income or employment taxes, or (e) such
other consideration or in such other manner as may be determined by the
Committee in its absolute discretion.


 


6.                                       Termination of
Option.


 


(a)                                  Any unexercised
portion of the Option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:


 


(i)                                     unless the
Company otherwise determines in writing in its sole discretion, three months
after the date on which the Optionee’s Continuous Service is terminated for any
reason other than by reason of (A) a termination by the Company or a
Related Entity for Cause, (B) a Disability of the Optionee as determined
by a medical doctor satisfactory to the Company, (C) the death of the
Optionee, (D) the occurrence of 


 

















 


a
Constructive Termination, or (E) a termination by the Company or a Related
Entity for a reason other than for Cause;


 


(ii)                                immediately
upon the termination of the Optionee’s Continuous Service by the Company or a
Related Entity for Cause;


 


(iii)                             12 months after
the date on which the Optionee’s Continuous Service is terminated by reason of
a Disability as determined by a medical doctor satisfactory to the Company;


 


(iv)                            12 months after
the date of termination of the Optionee’s Continuous Service by reason of the
death of the Optionee (or, if later, 3 months after the date on which the
Optionee shall die if such death shall occur during the one year period specified
in paragraph (iii) of this Section 5);


 


(v)                               12 months after
the date of termination of Optionee’s Continuous Service by reason of a
Constructive Termination (other than a Constructive Termination under the
circumstances referred to in subsection vii below);


 


(vi)                            12 months after
the date of termination of Optionee’s Continuous Service by the Company without
Cause (other than a termination without Cause under the circumstances referred
to in subsection vii below);


 


(vii)                         24 months after
the date of termination of Optionee’s Continuous Service by reason of a
Constructive Termination or a termination without Cause that results in an
acceleration of exercisability of the Option under the last sentence of Section 9(b) hereof;
or


 


(vii)                         the tenth
anniversary of the date as of which the Option is granted.


 


7.                                       Transferability .  Unless
otherwise determined by the Committee, the Option granted hereby is not
transferable otherwise than by will or under the applicable laws of descent and
distribution, and during the lifetime of the Optionee the Option shall be
exercisable only by the Optionee, or the Optionee’s guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and the Option shall not be subject to execution, attachment or similar
process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate
the Option, or in the event of any levy upon the Option by reason of any
execution, attachment or similar process contrary to the provisions hereof, the
Option shall immediately become null and void.  The terms of this Option
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.


 


8.                                       No Rights of Stockholders . 
Neither the Optionee nor any personal representative (or beneficiary) shall be,
or shall have any of the rights and privileges of, a stockholder of the Company
with respect to any shares of Stock purchasable or issuable 


 

















 


upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.


 


9.                                       Acceleration of
Exercisability of Option .


 


(a)                                  This Option
shall become immediately fully exercisable in the event that, prior to the
termination of the Option pursuant to Section 6 hereof, and during the
Optionee’s Continuous Service, there is a “Change in Control,” as defined in Section 9(b) of
the Plan.


 


(b)                                 Notwithstanding
the foregoing, if in the event of a Change in Control the successor company
assumes or substitutes for the Option, the vesting of the Option shall not be
accelerated as described in Section 9(a).  For the purposes of this
paragraph, the Option shall be considered assumed or substituted for if
following the Change in Control the Option or substituted option confers the
right to purchase, for each Share subject to the Option immediately prior to
the Change in Control, the consideration (whether stock, cash or other
securities or property) received in the transaction constituting a Change in
Control by holders of Shares for each Share held on the effective date of such
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the transaction
constituting a Change in Control is not solely common stock of the successor
company or its parent or subsidiary, the Committee may, with the consent of the
successor company, or its parent or subsidiary, provide that the consideration
to be received upon the exercise or vesting of the Option will be solely common
stock of the successor company or its parent or subsidiary substantially equal
in fair market value to the per share consideration received by holders of
Shares in the transaction constituting a Change in Control.  The
determination of such substantial equality of value of consideration shall be
made by the Committee in its sole discretion and its determination shall be
conclusive and binding.  Notwithstanding the foregoing, in the event of a
termination of the Optionee’s employment in such successor company that
constitutes a termination without Cause or a Constructive Termination within 12
months following such Change in Control, the option held by the Optionee at the
time of the Change in Control shall be accelerated as described in paragraph (a) of
this Section 9.


 


10.                                 No Right to
Continued Employment or Service .  Neither the Option
nor this Agreement shall confer upon the Optionee any right to continued
employment or service with the Company or any Related Entity.


 


11.                                 Law Governing .  This
Agreement shall be governed in accordance with and governed by the internal
laws of the State of Delaware.


 


12.                                 Interpretation
/ Provisions of Plan Control .  This Agreement is
subject to all the terms, conditions and provisions of the Plan, including,
without limitation, the amendment provisions thereof, and to such rules,
regulations and interpretations relating to the Plan adopted by the Committee
as may be in effect from time to time. If and to the 


 

















 


extent that this Agreement
conflicts or is inconsistent with the terms, conditions and provisions of the
Plan, the Plan shall control, and this Agreement shall be deemed to be modified
accordingly. The Optionee accepts the Option subject to all of the terms and
provisions of the Plan and this Agreement.  The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan and
this Agreement.


 


13.                                 Notices .  Any
notice under this Agreement shall be in writing and shall be deemed to have
been duly given when delivered personally or when deposited in the United
States mail, registered, postage prepaid, and addressed, in the case of the
Company, to the Company’s Secretary at 27 Drydock Avenue, Boston, MA 02110, or
if the Company should move its principal office, to such principal office, and,
in the case of the Optionee, to the Optionee’s last permanent address as shown
on the Company’s records, subject to the right of either party to designate
some other address at any time hereafter in a notice satisfying the
requirements of this Section.


 


14.                                 Counterparts .  This
Agreement may be executed in two or more separate counterparts, each of which
shall be an original, and all of which together shall constitute one and the
same agreement.


 


IN WITNESS WHEREOF SatCon
Technology Corporation has hereunto set its hand and seal as of the 1st day of
May, 2008.


 


SATCON TECHNOLOGY
CORPORATION


 


 


	
  By:

  	
      /s/
  John Carroll

  	
   

  
	
   

  
	
   

  
	
  OPTIONEE’S ACKNOWLEDGEMENT

  



 


The Optionee acknowledges
receipt of a copy of the Plan and represents that he or she has reviewed the
provisions of the Plan and this Option Agreement in their entirety, is familiar
with and understands their terms and provisions, and hereby accepts this Option
subject to all of the terms and provisions of the Plan and the Option
Agreement.  The Optionee further represents that he or she has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement.


 


	
  Dated:

  	
  May 1, 2008

  	
   

  	
  OPTIONEE :

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Charles S. Rhoades

  
	
   

  	
   

  	
   

  	
   

  	
  Name: